Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001
                               --------------

                                       OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ________________to _________________

For Quarter Ended March 31, 2001
                  --------------

                              TRANSNET CORPORATION
                              --------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                                           22-1892295
-----------------------------          --------------------------------
(State or other jurisdiction of       (I.R.S. Employer Identification Number)
incorporation or organization)

45 Columbia Road, Somerville, New Jersey              08876-3576
----------------------------------------              ----------
(Address of principal executive offices)              (Zip Code)

Registrant's Telephone Number, including area code: 908-253-0500

----------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last Report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

    Yes   X              No _____
        -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of May 3, 2001: 4,884,304




<PAGE>



                              TRANSNET CORPORATION

                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                        Page No.


PART I.  FINANCIAL INFORMATION

   Consolidated Balance Sheets
   March 31, 2001 and June 30, 2000                                     1

   Consolidated Statements of Operations
   Three Months Ended March 31, 2001 and 2000                           2
   Nine Months Ended March 31, 2001 and 2000                            3

   Consolidated Statements of Cash Flows
   Nine Months Ended March 31, 2001 and 2000                            4

   Notes to Consolidated Financial Statements                           5

   Management's Discussion and Analysis                                 6

PART II.  OTHER INFORMATION                                             9
-------   -----------------







<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------



                                                         March 31,   June 30,
                                                         ---------   --------
                                                          2 0 0 1     2 0 0 0
                                                          -------     -------
                                                        [Unaudited]
Assets:
Current Assets:
  Cash and Cash Equivalents                             $2,520,432  $5,208,558
  Accounts Receivable - Net                             10,668,488   9,357,398
  Inventories                                            2,087,013   1,377,729
  Mortgage Receivable - Related Party                           --     250,000
  Other Current Assets                                     172,406      86,500
  Deferred Tax Asset                                        79,724     231,900
                                                        ----------  ----------

  Total Current Assets                                  15,528,063  16,512,085

Property and Equipment - Net                               530,923     569,000

Mortgage Receivable - Related Party [4]                    250,000          --

Other Assets                                               237,983     369,282
                                                        ----------  ----------

  Total Assets                                          $16,546,969 $17,450,367
                                                        =========== ===========

Liabilities and Stockholders' Equity:
Current Liabilities:
  Accounts Payable                                      $  963,157  $2,055,484
  Accrued Expenses                                         274,325     378,858
  Accrued Payroll                                          191,642     175,614
  Floor Plan Payable                                     2,048,134   2,015,285
                                                        ----------  ----------

  Total Current Liabilities                              3,477,258   4,625,241
                                                        ----------  ----------

Deferred Tax Liability                                      12,000      12,000
                                                        ----------  ----------

Stockholders' Equity:
  Capital Stock - Common, $.01 Par Value, Authorized
   15,000,000 Shares; Issued 7,469,524 Shares
   [of which 2,614,220 are in Treasury]                     74,695      74,695

  Paid-in Capital                                       10,686,745  10,686,745

  Retained Earnings                                      9,604,471   9,260,745
                                                        ----------  ----------

  Totals                                                20,365,911  20,022,185
  Less:  Treasury Stock - At Cost                       (7,308,200) (7,209,059)
                                                        ----------  ----------

  Total Stockholders' Equity                            13,057,711  12,813,126
                                                        ----------  ----------

  Total Liabilities and Stockholders' Equity            $16,546,969 $17,450,367
                                                        =========== ===========

See Notes to Consolidated Financial Statements.


                                        1

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARIES
------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
------------------------------------------------------------------------------



                                                            Three months ended
                                                                 March 31,
                                                                 ---------
                                                           2 0 0 1      2 0 0 0
                                                           -------      -------

Revenue:
  Equipment Sales                                        $11,841,252 $8,708,401
  Service                                                 3,507,186   3,125,419
                                                         ----------  ----------

  Total Revenue                                          15,348,438  11,833,820
                                                         ----------  ----------

Cost of Revenue:
  Equipment Sales                                        11,001,988   8,295,226
  Service                                                 2,460,990   2,416,271
                                                         ----------  ----------

  Total Cost of Revenue                                  13,462,978  10,711,497
                                                         ----------  ----------

  Gross Profit                                            1,885,460   1,122,323

Selling, General and Administrative Expenses              1,753,305   1,475,759
                                                         ----------  ----------

  Operating Income [Loss]                                   132,155    (353,436)
                                                         ----------  ----------

Other Income:
  Interest Income                                            55,323      91,034
  Interest Income - Related Party                             5,549       5,610
                                                         ----------  ----------

  Total Other Income - Net                                   60,872      96,644
                                                         ----------  ----------

  Income [Loss] Before Provision for Income Taxes           193,027    (256,792)

Provision [Benefit] for Income Taxes                         65,629     (80,000)
                                                         ----------  ----------

  Net Income [Loss]                                      $  127,398  $ (176,792)
                                                         ==========  ==========

Basic Net Income [Loss] Per Common Share                 $     0.03  $    (0.04)
                                                         ==========  ==========

Diluted Net Income [Loss] Per Common Share               $     0.03  $    (0.04)
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Basic        4,787,343   4,900,864
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Diluted      4,848,181   4,900,864
                                                         ==========  ==========


See Notes to Consolidated Financial Statements.


                                        2

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARIES
------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
------------------------------------------------------------------------------



                                                               Nine months ended
                                                                       March 31,
                                                           2 0 0 1      2 0 0 0
                                                           -------      -------

Revenue:
  Sales                                                  $31,566,411 $23,448,563
  Service                                                10,560,322  10,123,649
                                                         ----------  ----------

  Total Revenue                                          42,126,733  33,572,212
                                                         ----------  ----------

Cost of Revenue:
  Sales                                                  29,201,153  21,827,757
  Service                                                 7,627,181   7,627,274
                                                         ----------  ----------

  Total Cost of Revenue                                  36,828,334  29,455,031
                                                         ----------  ----------

  Gross Profit                                            5,298,399   4,117,181

Selling, General and Administrative Expenses              4,995,082   4,417,660
                                                         ----------  ----------

  Operating Income [Loss]                                   303,317    (300,479)
                                                         ----------  ----------

Other Income:
  Interest Income                                           191,144     253,950
  Interest Income - Related Party                            16,893      16,954
                                                         ----------  ----------

  Total Other Income - Net                                  208,037     270,904
                                                         ----------  ----------

  Income [Loss] Before Provision for Income Taxes           511,354     (29,575)

Provision for Income Taxes                                  167,629          --
                                                         ----------  ----------

  Net Income [Loss]                                      $  343,725  $  (29,575)
                                                         ==========  ==========

Basic Net Income [Loss] Per Common Share                 $     0.07  $    (0.01)
                                                         ==========  ==========

Diluted Net Income [Loss] Per Common Share               $     0.07  $    (0.01)
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Basic        4,829,514   4,900,864
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Diluted      4,873,057   4,900,864
                                                         ==========  ==========


See Notes to Consolidated Financial Statements.


                                        3

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
------------------------------------------------------------------------------



                                                            Nine months ended
                                                                March 31,
                                                                ---------
                                                          2 0 0 1     2 0 0 0
                                                          -------     -------

Operating Activities:
  Net Income [Loss]                                     $  343,725  $  (29,575)
                                                        ----------  ----------
  Adjustments to Reconcile Net Income [Loss] to Net Cash:
   Depreciation and Amortization                           137,624     206,530
   Provision for Doubtful Accounts                         (98,988)     12,699
   Discounting of Deferred Charges                         123,759          --
   Deferred Income Taxes                                   152,176    (691,063)

  Changes in Assets and Liabilities:
   [Increase] Decrease in:
     Accounts Receivable                                (1,212,102) (1,947,067)
     Inventory                                            (709,284)    318,343
     Other Current Assets                                  (85,906)    (24,169)
     Other Assets                                           (2,937)    159,449

   Increase [Decrease] in:
     Accounts Payable and Accrued Expenses              (1,180,832)  1,476,478
     Deferred Income                                            --      20,290
                                                        ----------  ----------

   Total Adjustments                                    (2,876,490)   (468,510)
                                                        ----------  ----------

  Net Cash - Operating Activities                       (2,532,765)   (498,085)
                                                        ----------  ----------

Investing Activities:
  Capital Expenditures                                     (89,070)         --
                                                        ----------  ----------

Financing Activities:
  Floor Plan Payable                                        32,850     572,289
  Treasury Stock Purchases                                 (99,141)   (588,228)
                                                        ----------  ----------

  Net Cash - Financing Activities                          (66,291)    (15,939)
                                                        ----------  ----------

  Net [Decrease] in Cash and Cash Equivalents           (2,688,126)   (514,024)

Cash and Cash Equivalents - Beginning of Periods         5,208,558   7,617,241
                                                        ----------  ----------

  Cash and Cash Equivalents - End of Periods            $2,520,432  $7,103,217
                                                        ==========  ==========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
   Interest                                             $       --  $       --
   Income Taxes                                         $    9,532  $       --


See Notes to Consolidated Financial Statements.


                                        4

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Information as of March 31, 2001 and 2000 is unaudited]
------------------------------------------------------------------------------


[1] Summary of Significant Accounting Policies

[A] Consolidation - The consolidated  financial  statements include the accounts
of  the  Corporation  and  its  wholly  owned   subsidiary,   Century   American
Corporation.  Intercompany  transactions  and accounts  have been  eliminated in
consolidation.

[B]  Inventory  -  Inventory  consists  of  finished  goods.  The  Corporation's
inventory is valued at the lower of cost  [determined on the average cost basis]
or market.

[C] Cash and Cash Equivalents - For the purposes of the statement of cash flows,
the  Corporation  considers  highly liquid debt  instruments,  purchased  with a
maturity of three months or less, to be cash equivalents.

[D]  Earnings  Per  Share -  Earnings  per  common  share - basic  are  based on
4,787,343  weighted  shares  outstanding for the period ended March 31, 2001 and
4,900,864  weighted  shares  outstanding  for the period  ended March 31,  2000.
Earnings  per common  share - diluted are based on 4,  848,181  weighted  shares
outstanding for the period ended March 31, 2001 and on 4,900,864 weighted shares
outstanding for the period ended March 31, 2000.

[2] Income Taxes

The Corporation has a deferred tax asset of $79,724 and a deferred tax liability
of  $12,000  based  upon  temporary  timing  differences   including   inventory
capitalization,  allowance  for  doubtful  accounts,  vacation  pay accruals and
depreciation.

[3] Reclassification

Certain items from the prior year's financial  statements have been reclassified
to conform to the current year's presentation.

In the opinion of management,  the accompanying unaudited consolidated financial
statements   contain  all  adjustments   consisting  only  of  normal  recurring
adjustments  necessary to present fairly the financial position,  the results of
operations and cash flows for the periods presented.

These  statements  should be read in conjunction with the summary of significant
accounting  policies and notes contained in the  Corporation's  annual report on
Form 10-K for the year ended June 30, 2000.

[4] Related Party Transaction

On November 11, 1998,  the Company  executed an agreement to sell  approximately
6.32 acres of unimproved  real property in  Mountainside,  New Jersey [the "Real
Property"] to W Realty LLC ["W Realty"] for the appraised value of $1,000,000. W
Realty is a  partnership,  which at the time of sale  consisted of John J. Wilk,
Chairman  of the Board,  and Raymond J. Rekuc,  a Director of the  Company.  The
purchase price was payable  through a credit  extended by W Realty as sub-lessor
to the Company as  sub-lessee  for the  $410,000 of rent  payable by the Company
over  the last  two  years  of its  sublease  [through  February  2001]  for its
principal  facility in  Somerville,  New Jersey and a $590,000  promissory  note
executed by W Realty  payable in  installments  of $150,000 in February 1998 and
$440,000 in November  1998. The note was at an interest rate of 8% per annum and
was  secured by a mortgage on the Real  Property.  The  $150,000  payment due in
February 1998 was paid and $190,000 of the payment due in November 1998 was paid
with interest. Payment of the $250,000 balance was renegotiated under a new Note
which provides for payment of the principal on November 1, 2000,  which has been
extended  until  June 30,  2002,  at an  interest  rate of 7.5%.  At the time of
issuance of the new Note,  the Company  released its  mortgage  lien on the Real
Property in order to permit W Realty,  which now includes an unaffiliated  third
partner,  to lease the Real  Property to another  third  party.  In place of the
mortgage lien, the new Note is secured by the partnership  interests of W Realty
owned by Messrs. Wilk and Rekuc.

                          .  .  .  .  .  .  .  .  .  .

                                        5

<PAGE>




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

Revenues for the three months ended March 31, 2001 were  $15,348,438 as compared
with  $11,833,820  for the quarter  ended March 31, 2000.  For the quarter ended
March 31, 2001 the Corporation  reported net income of $127,398 as compared with
a net loss of $176,792 for the similar  period in the prior fiscal year. For the
nine months  ended March 31, 2001,  revenues  were  $42,126,733,  as compared to
$33,572,212  reported for the similar period in the prior fiscal year,  with net
income of $343,725 for the nine-month period ended March 31, 2001, compared with
a net loss of $29,575 for the same period in the prior fiscal year. The increase
in  revenues  for the  quarter  and  nine-month  period  ended March 31, 2001 is
attributable  to  increased  hardware  sales and to a small  increase in service
related  revenues.  The  nine-month  period in the prior  year was  impacted  by
deferrals by major clients of initiating technical service projects due to their
concerns  with  potential Y2K  problems.  Management  believes that this type of
deferral was widespread and affected the industry as a whole.

The net income for the quarter and nine-month period ended March 31, 2001 is the
result of increase in equipment  sales and the provision of  higher-end  network
integration  and IT telephony  services,  as well as improved  profit margins on
both  equipment  sales  and  services.  The net  loss  for the  quarter  and the
nine-month  period  ended  March  31,  2000 was the  result  of the Y2K  related
deferrals  of  technical  service,  technical  support  and  training  services,
combined with the associated  under-utilization of technical personnel,  as well
as decreased  margins on hardware sales.  Service and training  related revenues
are  significant in their  contributions  to earnings  because these  operations
yield a higher profit margin than equipment  sales.  For the  nine-month  period
ended  March  31,  2001,  revenues  from  the  provision  of  service,  support,
outsourcing and network  integration  were largely the result of the Corporation
renewing  and/or  entering  into service  contracts  and/or  project work with a
number of large  corporate  clients.  Most of these  contracts  are  short-term,
usually  twelve  months or less,  and  contain  provisions  which  permit  early
termination. Although the contracts generally contain renewal terms, there is no
assurance that such renewals will occur.

Hardware sales increased due to increased order volume and to the  Corporation's
growth in the IT telephony market.  Management  consistently works to obtain the
best  discounts  available to it on hardware  purchases  from its  distributors.
Management  continues its  concentration on sales of  sophisticated  network and
system  integration  products which yield higher profit  margins,  and continues
adherence to and implementation of cost control measures.

During the fiscal years discussed, the computer industry has experienced a trend
of decreasing  prices of computers and related  equipment.  Management  believes
that this trend will  continue.  Industrywide,  the result of price  erosion has
been lower profit margins on sales,  which require  businesses to sell a greater
volume of equipment to maintain past earning levels. Another result of the price
decreases has been intensified  competition  within the industry,  including the
consolidation  of businesses  through merger or  acquisition,  the initiation of
sales by certain  manufacturers  directly to the  end-user  and the  entrance of
manufacturers  into technical services  business.  Management  believes that the
adoption of policies by many larger corporate customers,  which limit the number
of vendors  permitted to provide  goods and services  for  specified  periods of
time, has further increased price competition.

The Corporation's  performance is also impacted by other factors,  many of which
are not within its control.  These factors  include:  the  short-term  nature of
client's  commitments;  patterns of capital spending by clients;  the timing and
size of new projects;  pricing changes in response to competitive  factors;  the
availability  and related  costs of qualified  technical  personnel;  timing and
customer  acceptance  of  new  product  and  service  offerings;  trends  in  IT
outsourcing; product constraints; and industry and general economic conditions.


                                        6

<PAGE>





To meet these competitive  challenges and to maximize the  Corporation's  profit
margin,  management has modified its marketing  strategy  during these years and
has  enforced  expense  controls.  Management  also  utilizes new trends such as
manufacturers'  direct  shipment  and billing of the  customers  in exchange for
payment to the  Corporation  of an "agency  fee" as a means to reduce  equipment
related  costs while  increasing  profits.  Management's  marketing  strategy is
designed  to  emphasize  provision  of  technical  services  and  sales of lower
revenue/higher profit margin products related to service and support operations.
In this regard,  management  continues its concentration on sales of network and
system  integration  products  which yield higher profit  margins.  Management's
efforts include targeting commercial, educational and governmental customers who
provide  marketplaces  for a wide range of products  and services at one time, a
cost-effective  approach to sales.  These  customers often do not have their own
technical staffs and outsource their computer service  requirements to companies
such as TransNet. Management believes it maximizes profits through concentration
on sales of value-added applications; promotion of the Corporation's service and
support operations;  and strict adherence to cost cutting controls.  In light of
the above,  management  emphasizes  and continues the  aggressive  pursuit of an
increased  volume  of sales of  technical  service  and  support  programs,  and
promotion of its training services.  In the near term, the Corporation  believes
that product  sales will  continue to generate a  significant  percentage of the
Company's revenues. In addition,  the Corporation's buying agreement with Ingram
Micro,  Inc.  enhances  the  Corporation's   competitive  edge  through  product
discounts unavailable through other sources.

Selling,  general and administrative  expenses decreased to approximately 11% of
revenues  for the  quarter  ended  March 31,  2001,  and 12% for the  nine-month
period, as compared to 13% of revenue for both the quarter and nine months ended
March 31, 2000. The decrease reflects management's efforts to control and reduce
administrative  expenses,  which  included  reduction in items such as personnel
related costs and distribution expenses.

Interest income  decreased in the quarter and nine-month  period ended March 31,
2001,  as compared to similar  periods in the prior fiscal year due to the lower
amount of invested funds.

Liquidity and Capital Resources

There are no material commitments of the Corporation's capital resources.

The  Corporation  currently  finances a portion of its accounts  receivable  and
finances   purchases  of  portions  of  its  inventory  through   floor-planning
arrangements  under which such  inventory  secures the amount  outstanding.  The
amount due under this financing increased for the quarter and nine-month periods
ended  March 31,  2001 due to the  increase  in  inventory  associated  with the
increase in hardware  sales.  Inventory  increased in the quarter and nine-month
periods  ended March 31, 2001 as  compared to the  corresponding  periods in the
prior  fiscal  year also in response to the  Corporation's  increased  volume of
sales.

Accounts receivable  increased for the quarter and nine-month period ended March
31,  2001,  as compared to the same periods in the prior fiscal year as a result
of  increased  hardware  sales  at  the  end of the  quarter.  Accounts  payable
decreased for the quarter and nine-month  period ended March 31, 2001,  compared
with the same  periods in the prior  fiscal year as a result of payment of costs
related  to  increased  inventory.  Cash  levels  decreased  for the  three  and
nine-month  periods ended March 31, 2001 as compared to the prior year's periods
due to costs associated with increased inventory and increased receivables which
resulted from the increased hardware sales volume.

For the fiscal  quarter and nine months ended March 31, 2001,  as in the similar
periods in the prior  year,  the  internal  resources  of the  Corporation  were
sufficient to enable the Corporation to meet its obligations.


                                        7

<PAGE>





In the first  quarter of fiscal 1998,  management  was apprised of an unasserted
possible claim or assessment involving the Corporation's  Pension Plan. The Plan
was adopted in 1981 as a defined  benefit  plan. In 1989,  various  actions were
taken by the  Corporation  to  terminate  the Plan,  to  convert it to a defined
contribution plan and to freeze benefit accruals. No filing for plan termination
was  made  with  the  Pension  Benefit   Guaranty   Corporation   [the  "PBGC"].
Additionally,  a final  amended and restated  plan  document  incorporating  the
foregoing  amendments and other required amendments  including those required by
the Tax  Reform  Act of 1986 do not  appear to have been  properly  adopted.  In
addition, since 1989, it appears that certain operational violations occurred in
the  administration  of the Plan including the failure to obtain spousal consent
in certain instances where it was required.

The  Corporation  decided to (i) take  corrective  action  under the IRS Walk-in
Closing  Agreement  Program  ["CAP"],  (ii) apply for a favorable  determination
letter with respect to the Plan from the IRS, and (iii)  terminate the Plan. The
CAP program  provides a  correction  mechanism  for  "non-amenders"  such as the
Corporation.  Under CAP, the Corporation will be subject to a monetary  sanction
[which  could range from $1,000 to  approximately  $40,000].  In  addition,  the
Corporation will be required to correct, retroactively,  operational violations,
and to pay any resulting  excise taxes and PBGC premiums and penalties  that may
be due. In this regard, in connection with settlement negotiations with the IRS,
during the December 2000 quarter the Corporation made a contribution to the Plan
and  made  payment  of  specified  sanctions.  During  the  March  quarter,  the
Corporation  finalized  a  settlement  agreement  with  the IRS and is  awaiting
resolution with the PBGC.

The matters  discussed in  Management's  Discussion  and Analysis and throughout
this report that are forward-looking  statements are based on current management
expectations   that  involve  risk  and   uncertainties.   Potential  risks  and
uncertainties  include,  without  limitation:  the impact of economic conditions
generally  and  in  the  industry  for  microcomputer   products  and  services;
dependence on key vendors;  continued  competitive and pricing  pressures in the
industry; product supply shortages; open- sourcing of products of vendors; rapid
product  improvement  and  technological  change,  short product life cycles and
resulting obsolescence risks; technological developments;  capital and financing
availability; and other risks set forth herein.



                                        8

<PAGE>




                           PART II - OTHER INFORMATION


Item 6:  Exhibits and Reports on Form 8-K

A. Exhibits - None required to be filed for Part II of this report.

B.  Reports on Form 8-K - None filed during the quarter for which this report is
submitted.



                                        9

<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    TRANSNET CORPORATION
                                  (Registrant)


                                    /s/ Steven J. Wilk
                                    ---------------------------------
                                    Steven J. Wilk, President


                                    /s/ John J. Wilk
                                    ---------------------------------
                                    John J. Wilk,
                                    Principal Financial and Accounting Officer
                                    and Chairman of the Board of Directors



DATE:  May 14, 2001



                                       10